(i) Obscene material,
including without limitation any material depicting
bestiality, rape or torture.
(ii) Any material which is displayed or transmitted in a way
as to constitute harmful matter or indecent communications
to minors;
(iii) Any material in which persons under the age of
eighteen are depicted in actual, simulated or suggestive
sexual situations;
(iv) Any material not fully in compliance with 18 U.S.C.
Sec. 2257 et seq.;
(v) Any material which constitutes child pornography or
matter which involves depictions of nudity or sexuality by
an age inappropriate-looking performer (i.e. someone who
looks younger than 18 years of age), or by a performer who
is portrayed or made to appear to be a person under the age
of 18 years of age by virtue of the script, make-up,
demeanor, costuming, setting, etc. Prohibited material
mentioned herein includes the use of the term 'lolita' for
any purpose in any fashion including, but not limited to,
within meta-based tags.
(vi) Any material which is threatening, abusive, hateful,
defamatory, libelous, slanderous, scandalous or injurious to
the reputation of any person or entity;
(vii) Any material which constitutes an infringement,
misappropriation or violation of any person's intellectual
property rights such as copyrights, trademark rights, rights
of publicity, patent rights, personal property rights,
privacy rights or other rights; or
(viii) Any program, file, data stream or other material
which contains viruses, worms, "Trojan horses" or any other
destructive feature, regardless whether damage is intended
or unintended, which may cause damage to any computer
equipment, loss or corruption of data or programs or
inconvenience to any person.
2.6 That all materials of every kind, including photographic,
videographic, audio and textual materials used in direct or
indirect association with materials provided through the
Program shall only be transmitted, distributed, broadcast
and otherwise disseminated by You to willing adults and
shall at all times comply with contemporary community
standards in the communities into which they are so
disseminated.
2.7 That You shall remain a Program Participant until You
terminate participation in the program by notifying
Francesca Felucci by E-mail at "nikkijackson@nikkijackson.com"
of Your intent to terminate Your participation; or Your
participation in the Program is terminated for any reason;
or the Program is terminated for any reason.
2.8 That You will remain a Program Participant in good
standing at all times You are receiving benefits or are
otherwise participating in the Program.
2.9 That You shall cease to be a Participant in good
standing and shall be subject to immediate termination of
all Benefits without prior notice if You fail to perform
under or breach any part of this Agreement.
2.10 That if Your participation in the Program is terminated
for any reason, You cease to be a Program Participant in
good standing, You change Your Website's URL or You cease to
offer services on the Internet, You shall immediately and
permanently cease all use of all materials provided to You
by me through the Program and that you will remove all files
containing materials provided to You pursuant to the Program
from your website.
2.11 That You are a person over the age of eighteen (18)
years.
2.12 That You are the person who owns or is otherwise is
entitled to contract on behalf of the entity that owns the
rights to the Your Website.
2.13 That of those residing in the United States, only
citizens or resident aliens of the United States may
participate and must supply CCBill with a Federal Tax ID or
Social Security Number that is representative of, and
exactly matches the Payee Name you provide. Your failure to
supply that information will constitute a basis for
terminating this agreement and for forfeiting any
commissions or fees to which you would otherwise be entitled
under this Agreement.
2.14 That upon termination of this Agreement you will
immediately cease using Francesca Felucci marks and remove
any materials supplied to you or referring to Francesca
Felucci, including without limitation any banner ads, from
Your Website.
2.15 That all Your warranties, indemnities and obligations,
which by their nature are designed to survive termination,
shall extend beyond the termination of this Agreement.
3. Limitations Of Your Participation
In The Program. You acknowledge and agree that the Program, Your
participation in the Program and Program Benefits are subject to
the following limitations:
3.1 Only persons over the age of
eighteen (18) years may participate in the Program.
3.2 Francesca Felucci shall at all times have the right, in
its sole and exclusive discretion, to terminate the Program
and any and all Program Benefits relating to Your
Participation in the Program at any time and may do so with
or without prior notice or cause.
3.3 Francesca Felucci, in its sole and exclusive discretion,
shall have the right at any time to change or modify the
Program, including without limitation, the right to pay
Participants in the Program based on "click throughs" rather
than a flat commission or fee for a referral, as defined in
paragraph 4.1. If at any time Francesca Felucci changes the
Program, you shall have the right to withdraw and terminate
your participation in the Program.
3.4 Francesca Felucci has the right to terminate Your's and
any other person's participation in the Program at any time
and may do so with or without prior notice or cause.
3.5 Program Benefits are not transferable by You and may
only be used by You in association with Your Website while
You are participating in the Program and are a Participant
in good standing.
3.6 All Program Benefits materials, including, without
limitation, all advertising banners, photographic materials,
recordings, video, sound, and any other form of intellectual
property provided to You as part of this Program shall
remain the property of Francesca Felucci and may not be
copied or reproduced, altered, modified or changed,
broadcast, distributed, transmitted or disseminated, sold or
offered for sale in any manner, at any time anywhere in the
World except as expressly authorized in writing.
3.7 Nothing herein shall be construed as a grant or
assignment of any rights in any intellectual property owned,
including, without limitation, any of its trademarks or
service marks.
4. Francesca Felucci Benefits. For
each person who becomes a subscriber to a website owned,
controlled or operated by Francesca Felucci, and who has been
tracked and verified as a "referral" to a Francesca
Felucci
website from Your Website, you will receive a "referral fee" as
follows: Click here to review Payouts.
4.1 A "referral" from Your
Website which entitles YOU to a "referral fee" shall be
defined as follows:
(i) A person who has been directed to an authorized website
owned, controlled or operated through the use of a hypertext
transfer link residing on Your Website which is in the form
of a banner ad or other promotional link which automatically
connects any person who clicks on said banner ad or other
promotional link to a my website, and which banner ad or
other promotional link has been supplied to YOU as part of
the Francesca Felucci Affiliate Program Program; and
(ii) A person who after having been directed to my website
through the use of the hyperlink banner ad or other
promotional link supplied to You residing on Your Website
has been converted into a subscriber ;
(iii) A person shall not be deemed a "referral" entitling
you to a commission or "referral fee" if that person leaves
the my site after having been directed there through the
hyperlink banner ad or other promotional link (which has
been supplied to you ) on Your Website, without becoming a
Francesca Felucci subscriber, even if at some later time that
same person returns to the Francesca Felucci web site, not
through the banner ad or other promotional link (which has
been supplied to you ) on Your Website, and at that later
time becomes a subscriber to the Francesca Felucci site.
4.2 You acknowledge and agree that You shall not be entitled
to a commission or referral fee for any Francesca Felucci
subscriber who you sent or referred to my website in
violation of the terms of this Agreement, or for any
Francesca Felucci subscriber who does not fall within the
terms of paragraphs 4.1 (i) & (ii) or who is excluded under
the terms of paragraph 4.1 (iii).
4.3 You also acknowledge and agree that You shall not be
entitled to a commission or referral fee from Francesca
Felucci for any subscription which Francesca Felucci
determines is the result of possible fraudulent activity.
You further acknowledge and agree that Francesca Felucci
shall have the right, in its sole and exclusive discretion,
at any time to expand or modify what it determines to
constitute possible fraudulent activity. Without limiting
the foregoing, possible fraudulent activity shall include
without limitation, the following circumstances or
activities:
(i) Where the subscriber has used or attempts to use a
credit card number which is in a negative data base;
(ii) Where there are multiple subscriptions from a single IP
address within a short period of time;
(iii) Where there are sequential or multiple subscriptions
under different names, or variations of the same name using
the same credit card number, or sequential names or patterns
of names using different credit card numbers;
(iv) Where there is a pattern of "bursting subscriptions"
characterized by numerous subscriptions from a website in a
relatively short time span (the "bursting period"), where
there has been history of few subscriptions from that
website before or after the bursting period.
(v) Where there has been an attempt to put through a credit
card with a bin number that is listed in a negative bin
number database;
(vi) Where there have been sequential or multiple attempts
to register or subscribe from a credit card using the same
bin number and sequential or multiple number strings to
complete the credit card number.
4.4 You acknowledge and agree that Francesca Felucci shall
have the right to deny or withhold payment from You and to
terminate You from the program if there has been an abnormal
number of chargebacks or cancellations of memberships or
subscriptions which have been referred to Francesca Felucci
through Your Website. You further acknowledge and agree that
Francesca Felucci shall have the right, in its sole and
exclusive judgment, to determine what constitutes an
abnormal number of chargebacks or cancellations of
memberships or subscriptions.
4.5 All commissions and referral fees due and payable
hereunder shall be payable in United States Dollars and
shall survive termination of this Agreement.
4.6 Francesca Felucci reserves the right, in its sole and
exclusive discretion, at any time to alter or modify the
Program including the method and terms of all payment
benefits to Participants. Upon notice of any change in
benefits under the Program, You shall have the right to
withdraw or terminate Your participation in the Program.
5. No Joint Or Collaborative
Venture; No Monitoring Or Control Of Your Content By Me. Nothing
in this Agreement is intended by Me or You to create or
constitute a joint or collaborative venture or partnership of
any kind between You and Me, nor shall anything in this
Agreement be construed as constituting or creating any agency,
employment relationship, joint or collaborative venture or
partnership between You and Francesca Felucci, its employees,
agents or assigns.
5.1 You acknowledge and agree
that We shall have no control or ownership interests of any
kind in Your business or Your Website.
5.2 You acknowledge and agree that You shall have no
financial or other interest in Francesca Felucci or any
property owned by Francesca Felucci, its affiliates, agents,
successors or assigns.
5.3 You acknowledge and agree that Your relationship with Me
shall be restricted to matters pertaining to the Program
exclusively and shall be governed entirely by the terms and
conditions of this Agreement.
5.4 You acknowledge and agree that I have no direct or
indirect control over the content of performances or
services, the manner of performances or services, or the
time or duration of provision of performances or services by
You on, at or in association with Your Website except as
specifically set forth in this Agreement.
5.5 You further acknowledge that neither Francesca Felucci
nor any employee, associate, agent, assign or successor of
Francesca Felucci shall exert or provide any direct or
indirect control over, monitoring of, supervision of, prior
approval of, or review of the content appearing or otherwise
distributed on, at or in association with Your Website, and
that You shall be solely responsible for any legal
liabilities or consequences resulting from the dissemination
of that content on or through Your Website.
6. No Guarantees Or Warranties Of
Any Kind. You acknowledge and agree that Francesca Felucci makes
no guaranties or warranties of any kind with respect to the
Program or materials provided by, through or in association with
the Program, and all materials are provided to you "as is", and
that use of the Program and associated materials, including,
without limitation is solely at Your risk. Francesca Felucci
disclaims all warranties, either express or implied including,
but not limited to, express or implied warranties of
merchantability and fitness for a particular purpose, with
regard to the Program and any and all materials of every kind
supplied to You as part of this Program
7. Francesca Felucci and Liquidated Damages. You acknowledge and
agree that under no circumstances shall Francesca Felucci, its
employees, independent contractors, authors, agents,
representatives, assigns and successors be liable to You, or any
other person or entity, for any direct or indirect losses,
injuries or incidental or consequential damages of any kind
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY
LOSS) with regard to any link to any Francesca Felucci website,
or arising from or in connection with the use of the Francesca
Felucci
Affiliate Program Program materials, or due to any mistakes,
omissions, delays, errors, interruptions in the transmission, or
receipt of Francesca Felucci services, content or Program
materials, including without limitation any losses due to server
problems or due to incorrect placement of HTML.
7.1 Notwithstanding the
foregoing express limitations of liability, you acknowledge
and agree that should Francesca Felucci, its officers,
employees, successors, or assigns be held liable to You for
damages, injuries or losses of any kind, directly or
indirectly resulting from Your participation in the Program,
that the total dollar amount of liquidated damages for any
and all of Your claims, injuries, damages or losses shall
not exceed a total of ten dollars ($10.00).
8. No Representations Of Success Or
Profitability. You hereby confirm and acknowledge that You have
unilaterally decided to enter an Internet service business and
acknowledge that it is a high-risk business. You further
confirm, acknowledge and expressly agree that neither Francesca
Felucci, any agent or representative of Francesca Felucci, nor any
other person has at any time in the past, represented to You or
has otherwise directly or indirectly communicated in any manner
to You any guarantee, reassurance or any other communication of
any kind regarding
(a) the potential profitability or likelihood of success of Your
participation in the Program as set forth in this Agreement or
otherwise;
(b) the possibility or likelihood that use of any products
and/or services provided pursuant to this Agreement can or will
result in the recoupment of any funds expended by You for the
promotion of Your Website or any other purpose; or
(c) the existence, nonexistence, size or any other
characteristics of any market for any products or services which
involve Your participation in the Program pursuant to this
Agreement.
8.1 You expressly acknowledge
and agree that the success of any business endeavors which
involve Your participation in the Program pursuant to this
Agreement, like any other business endeavor, is subject to
numerous factors, such as the effectiveness of advertising
and promotion, Your administrative capabilities, etc., and
that the ultimate success or failure of Your business rests
with You and not Francesca Felucci. You further expressly
agree not to raise any claim of any kind against Francesca
Felucci and You agree to hold Francesca Felucci harmless from
any claim of loss to You directly or indirectly resulting
from Your decision to participate in the Program pursuant to
this Agreement.
9. No Monitoring Or Supervision
Provided By Me. We shall not monitor, supervise or review, and
shall not be responsible for any content appearing or otherwise
distributed on, at or in association with Your Website except
for that content which is supplied to You by Me, provided that
said content supplied to You by Me has not be altered or
modified by You or any other party
10. Term And Termination Of Agreement. You acknowledge and agree
that the term of this Agreement is at will, and this Agreement
and/or the Francesca Felucci Affiliate Program Program may be terminated
by Francesca Felucci, in its sole and exclusive discretion, at
any time, without any advance notice and for whatever reason.
10.1 In the event that this
Agreement or the Francesca Felucci Affiliate Program Program is
terminated by Francesca Felucci, You shall be entitled to all
unpaid commissions or referral fees earned by You prior to
the date and hour of termination. However, You shall not be
entitled to receive any commissions or referral fees for any
"referrals" delivered or received after the date and time of
termination.
11. Entire Agreement; Modification;
Assignment. This Agreement constitutes the entire agreement
between You and Francesca Felucci with respect to the subject
matter hereof, and supersedes and cancels all other prior
agreements, discussion, or representations, whether written or
oral.
11.1 You agree that Francesca
Felucci may from time to time, in its sole and exclusive
discretion, modify the type and quality of benefits provided
to You hereunder either with or without notice. Other terms
and conditions may be modified by Me at any time upon e-mail
notice to You or by posting at a Francesca Felucci
information web address location.
11.2 You agree that no modification of this Agreement by You,
Your employees, representatives, agents, assigns or
successors shall be enforceable or have any effect unless
first reduced to writing and signed by a duly authorized
representative of Francesca Felucci.
11.3 You agree that no officer, employee or representative
of You or Francesca Felucci has any authority to make any
representation or promise in connection with this Agreement
or the subject matter thereof which is not contained
expressly in this Agreement; and You acknowledge and agree
that You have not executed this Agreement in reliance upon
any such representation or promise.
11.4 You acknowledge and agree that the failure of Francesca
Felucci to enforce any of the specific provisions of this
Agreement shall not preclude any other or further
enforcement of such provision(s) or the exercise of any
other right hereunder.
11.5 You agree that all promises, obligations, duties and
warranties made by You in this Agreement are personal to You
and that neither they nor any benefits hereunder may be
assigned by You to any other person or entity.
11.6 You agree that Francesca Felucci may at any time, and
without prior notice to you, freely assign all or part of
its duties, obligations and benefits hereunder.
12. Arbitration; Choice of Law. Any
and all disputes as to the interpretation of, or any performance
under, this Agreement which are not first resolved informally,
shall be determined by binding arbitration in Indianapolis,
Indiana, in accordance with the rules of the American
Arbitration Association. The final award in any such arbitration
proceeding shall be subject to entry as a judgment by any court
of competent jurisdiction, provided that such judgment does not
conflict with the terms and provisions hereof. The jurisdiction
of the arbiter (or arbiters) with respect to legal matters shall
be limited only by the statutory and common law of the State of
Indiana and the United States.
12.1 This Agreement is executed
in Indiana and all its provisions shall be governed by and
construed according to the laws and judicial decisions of
the State of Indiana and the United States when applicable.
13. All Provisions Of This Agreement
Not Deemed Unenforceable Shall Survive Any Unenforceable
Provisions. In case any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provision hereof, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision(s) had never
been included. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision
14. This Agreement Shall Be Deemed To Be Mutually Drafted. For
purposes of construction of this Agreement, both Francesca
Felucci and You shall be deemed to have mutually drafted this
Agreement and all parts thereof
15. Review By Your Attorney. I strongly advise that You review
this Agreement with Your attorney before You enter into it. You
acknowledge and agree that nothing herein and no statement by me
or any employee, representative, agent or other person
associated with Me has in any way prevented or inhibited You in
any way from seeking such advice prior to entering into this
Agreement. You hereby acknowledge and agree that the terms of
this Agreement are reasonable and fair; all terms have been
fully disclosed in writing, and that You have been given a
reasonable chance to seek advice of independent counsel with
respect to this Agreement and all transactions associated
herewith.
16. Acceptance And Execution Of This Agreement. By CLICKING ON
THE "SUBMIT FORM" BUTTON on the Francesca Felucci Affiliate Program
Sign-Up Page, and by supplying Francesca Felucci with all the
required information to sign You up to the Francesca Felucci Affiliate
Program PROGRAM, You are acknowledging that You agree to all of
the terms, conditions, promises, warranties, duties and
obligations set forth in the above nt.
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